Bylaws

In this Section

 

Article I

Directors and Election of Directors

Section 1.1 - Number of Members; Authority of Directors. The Corporation shall have no members, and all corporate powers shall be exercised by or under the authority, and the business of the Corporation shall be managed under the direction, of the Board of Directors.

Section 1.2 - Meetings. The Board of Directors shall hold an annual and such other special meetings, at such date, time and place as may be designated by resolution of the Board of Directors, for the purpose of election of directors and officers and the transacting of any other business.

Section 1.3 - Nominations. Prior to any annual meeting of the directors, the Board of Directors may appoint a Nominating Committee consisting of not less than two members of the Board of Directors. In the event such a Committee is appointed, the Committee shall nominate for election as directors a number of candidates at least as great as the number of directors whose terms expire at the next annual meeting, plus a number of directors equal to the number of additional positions, if any, created by vacancies on the Board of Directors. In selecting candidates, the Nominating Committee shall take into consideration the importance of maintaining a balanced representation on the Board of Directors, including continuity of office and turnover among directors. In the event a Nominating Committee is appointed, prior to the annual meeting of the Board of Directors, the Committee shall cause to be mailed to the Board of Directors a list of the candidates nominated by the Committee. The Board of Directors shall not be limited in its election of candidates to those nominated by the Nominating Committee.

Section 1.4 - Number of Directors. The number of directors shall be at least one but not more than nine (9). The number of directors may be increased or decreased from time to time by amendment of these Bylaws. The President of the Corporation shall at all times serve as a member of the Board of Directors by reason of his or her position, and shall have the same rights and obligations as elected directors. A majority of the directors shall be persons knowledgeable about the use and management of cyanide in the processing of gold ore.

Section 1.5 - Tenure and Vacancies. Elected directors shall hold office for terms of four (4) years and until their successors are elected and qualified, subject, however, to prior resignation, death or removal as provided by law, except that no director shall serve longer than two consecutive four-year terms, for a total of eight (8) years, without a one year hiatus from such service (excluding, for this purpose, any partial term pursuant to Section 1.6). Any director may resign at any time upon written notice to that effect delivered to the Secretary, to be effective upon its acceptance or at the time specified in such writing. Any vacancy occurring in the Board of Directors for any cause other than by reason of an increase in the number of directors may be filled by a majority of the remaining members of the Board of Directors, even if such majority is less than a quorum. Each director so elected shall hold office until the expiration of the term of office of the director whom such director has replaced.

Section 1.6 – Three Classes of Directors. Elected members of the Board of Directors shall be divided into (to the extent practicable) three classes, each made up of an equal number of directors. The three classes shall serve on a staggered basis by virtue of the dates on which directors have been elected to the Board. The term of office of each such director shall be four years, except that shorter terms may be set for certain directors so as to stagger the expiration dates of directors’ terms in office.

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Article II

Meetings of Directors

Section 2.1 - Annual and Regular Meetings. The annual and regular meetings of the Board of Directors for the transaction of any business may be held without notice of the time, place or purposes thereof and shall be held at such times and places as may be determined in advance by the Board of Directors.

Section 2.2 - Special Meetings. Special meetings of the Board of Directors may be held at any time and place upon call by the Chair of the Board, the President or any five (5) directors. Reasonable oral (including by telephone) or written (including by electronic or facsimile transmission) notice thereof shall be given by the person or persons calling the meeting, not later than 24 hours before the special meeting.

Section 2.3 - Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated in these Bylaws or by the Board, may participate in a meeting of such Board or committee by means of conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 2.4 - Quorum. At all meetings of the Board of Directors, a majority of the number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors the directors present thereat may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present.

Section 2.5 - Reimbursement of Expenses. Directors may be reimbursed by the Corporation for any reason-able expenses incurred by them in traveling to and from such meetings.

Section 2.6 - Action of Board of Directors and Committees Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or the committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or the committee.

Section 2.7 - Actions Requiring a Supermajority Vote of the Directors. Notwithstanding any other provisions of these Bylaws it shall require the affirmative vote of a majority of the Board of Directors, plus the affirmative vote of two directors, to:

  1. Approve amendments to the International Cyanide Management Code (the "Code");
  2. Increase the number of directors; Convert the Corporation to a membership organization;
  3. Approve the merger, consolidation, dissolution or liquidation of the Corporation, or the sale, lease or exchange of substantially all of the Corporation’s assets;
  4. Change the fees charged to certified operations and/or signatories to the Code;
  5. Amend the Articles of Incorporation; and Amend these Bylaws.

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Article III

Executive and Other Committees

Section 3.1 - Designation of Executive Committee. The Board of Directors may, by resolution passed by a majority of the directors in office, designate an Executive Committee, such committee to consist of two or more of the directors of the Corporation, including the Chair of the Board of Directors and/or the President. The Board of Directors may, at any time, remove any member of the committee with or without cause and may designate one or more directors as alternate members of the committee, who may replace any absent or disqualified member at any meeting of the committee. The Chair of the Board of Directors (or the President, if the Chair of the Board of Directors is not a member of the committee) shall also serve as the Chair of the Executive Committee. Such Chair shall preside at all meetings, and may also appoint a secretary (who need not be a member of the committee) who shall keep its records and who shall hold office at the pleasure of the committee.

Section 3.2 - Powers and Authority. Except as set forth in this Section 3.2, any such Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided that the designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon the Board or any director by law. Notwithstanding the previous sentence, any such committee shall not have power or authority to take any action which requires the vote of a supermajority of the Board of Directors in accordance with Section 2.7 of these Bylaws.

Section 3.3 - Regular Meetings. Regular meetings of such committee may be held without notice of the time, place or purposes thereof and shall be held at such times and places (or by telephone as provided in Article II, Section 2.3) as the committee may from time to time determine in advance.

Section 3.4 - Special Meetings. Special meetings of such committee may be held upon notice of the time, place and purposes thereof. Until otherwise ordered by the committee, special meetings shall be held at any time and place (or by telephone as provided in Article II, Section 2.3) at the call of the Chair (or the President, if the Chair of the Board of Directors is not a member of the committee).

Section 3.5 - Actions at Regular and Special Committee Meetings; Minutes; Actions Without a Meeting. At any regular or special meeting such committee may exercise any or all of its powers, and any business which shall come before any regular or special meeting may be transacted thereat, provided a majority of all of the members of the committee is present. The affirmative vote of a majority of all of the members of the committee present at a meeting of the committee at which a quorum is present shall be necessary to take any action. Each committee shall keep regular minutes of its proceedings and distribute a copy thereof to each of the other directors and the Secretary of the Corporation after each committee meeting. Any authorized action by the committee may be taken without a meeting if all members of the committee con-sent thereto in writing and the writing or writings are filed with the minutes of proceedings of the committee.

Section 3.6 - Additional Committees. The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees in addition to the Executive Committee, each such committee to consist of two or more of the directors of the Corporation or such other designees of the Board of Directors. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee shall have and may exercise such powers and authority of the Board of Directors as provided in the resolution of the Board of Directors creating the committee; provided that the powers and authority of any such committee shall not exceed those that may be exercised by the Executive Committee. Unless the Board of Directors otherwise provides, each committee designated by the Board shall conduct its business in the same manner as the Executive Committee conducts its business pursuant to these Bylaws.

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Article IV

Officers

Section 4.1 - Officers Designated. The officers of the Corporation shall be elected by the Board of Directors at its annual meeting or other regular or special meeting. They may include a Chair of the Board, a President, a Secretary and a Treasurer, and such other officers as the Board may from time to time determine. The Chair of the Board shall be, and the other officers may, but need not be, chosen from among the directors. Any two offices, other than the offices of President and Secretary, may be held by the same person. However, in any case where the action of more than one officer is required, no one person may approve such action in more than one capacity.

Section 4.2 - Tenure of Office. The officers of the Corporation shall hold office until the next annual meeting of the Board of Directors and until their respective successors are chosen and qualified, except in case of their prior resignation, death or removal. The Board of Directors may remove any officer at any time, with or without cause, by the vote of a majority of the directors then in office, but such removal shall be without prejudice to the contractual rights of such officer, if any. A vacancy, however created, in any office may be filled by action of the directors.

Section 4.3 - Powers and Duties of Officers. The officers of the Corporation shall have such powers and duties in the management of the Corporation as may be prescribed by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.

Section 4.4 - Compensation. The Board of Directors is authorized to determine, to provide the method of determining, or to empower the Executive Committee to determine, the compensation of all officers.

Section 4.5 - Bond. Any officer, if so required by the Board of Directors, shall furnish a fidelity bond in such sum and with such security as the Board of Directors may require.

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Article V

Miscellaneous

Section 5.1 - No Loans to Directors and Officers. The Corporation shall not make any loans to its directors and officers.

Section 5.2 - Seal. In the discretion of the Board of Directors, the Corporation may have a seal which shall have inscribed thereon the name of the Corporation and the words "Corporate Seal." The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 5.3 - Books. The books of the Corporation may be kept (subject to any provision contained in the Non-Profit Mutual Benefit Corporation Law) within or without the State of California at such place or places as may be designated from time to time by the Board of Directors.

Section 5.4 - Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors.

Section 5.5 – Electronic or Facsimile Transmission. Any electronic transmission, copy, facsimile telecommunication or other reliable reproduction of a writing, transmission or signature may be substituted or used in lieu of the original writing, transmission or signature for any and all purposes for which the original writing, transmission or signature could be used, provided that such electronic transmission, copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing, transmission or signature, as the case may be.

Section 5.6 - Amendment of Bylaws. These Bylaws may be changed, altered, amended or repealed, and new Bylaws made, by the Board of Directors only in accordance with Article II, Section 2.7 hereof.

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